Exhibit 10.19.1

                        AMENDMENT #1 TO DEALER AGREEMENT
                       ASSIGNMENTS, CONFIDENTIALITY, T&Cs

     THIS   AMENDMENT   #1  (herein   "Amendment")   to  the  Dealer   Agreement
("Agreement")  is made this ___ day of July, 2005 with an effective date of July
1, 2005  ("Effective  Date") by and among Conn Appliances,  a Texas  corporation
("Conn"), CAI, L.P., a Texas limited partnership ("CAILP"),  Conn and CAI having
their principal places of business at 3295 College Street, Beaumont, Texas 77701
(except where otherwise noted,  Conn and CAI collectively  herein referred to as
"Dealer"),  Federal Warranty Service Corporation, an Illinois corporation having
its principal place of business at 260 Interstate North Circle, SE, Atlanta,  GA
30339  ("Federal"),  and Voyager Service Programs,  Inc., a Florida  corporation
having its  principal  place of  business at 11222  Quail  Roost  Drive,  Miami,
Florida 33157 ("Voyager").

WHEREAS,  Dealer  and  Voyager  entered  into a  "Dealer  Agreement"  stated  as
effective  January 1, 1998 (the  "Agreement")  concerning  the sale by Dealer of
Service Contracts covering certain specified  merchandise sold by Dealer,  under
which Service  Contracts  Voyager was the obligor,  and which Service  Contracts
were administered by Dealer; and

WHEREAS,  The  parties  desire  for  Federal  to assume the rights and duties of
Voyager  under  the  Agreement,  and  to  provide  for  the  replacement  of the
contractual  liability  insurance  policy by a different  insurer  affiliate  of
Federal; and

WHEREAS,  The  parties  desire for CAILP to assume the rights and duties of Conn
under the Agreement.

NOW THEREFORE,  in  consideration of the mutual covenants and promises set forth
herein and in the Agreement, the parties do hereby agree as follows:

1.   Voyager  hereby  assigns,  and Federal hereby  assumes,  all of the rights,
     duties and obligations of Voyager under the Agreement.

2.   Conn hereby assigns,  and CAILP hereby assumes,  all of the rights,  duties
     and obligations of Dealer under the Agreement.

3.   Exhibit A of the Agreement is hereby replaced by the attached  Amendment #1
     Exhibit A. Dealer shall implement the new Service  Contract forms set forth
     in Exhibit A, and shall cease  printing,  offering,  selling or issuing any
     other Service  Contract  forms, no later than the date selected by Federal,
     which shall not be sooner than ninety (90) days after the effective date of
     this Amendment #2, and shall  reasonably  reflect the time needed by Dealer
     to complete  such  implementation.  Dealer shall  provide  Federal at least
     thirty (30) days' notice prior to the actual  implementation  date selected
     by Dealer.  Dealer shall  destroy all Service  Contract  forms which do not
     comply  with the  attached  Exhibit  A not  later  than  thirty  (30)  days
     following the actual implementation date herein referenced.

4.   All references within the Agreement to "Voyager,"  excluding  references to
     "Voyager Property & Casualty  Insurance  Company" but including  references
     within  other  terms  such as  "Voyager  Fee"  which  incorporate  the name
     "Voyager," are hereby changed to "Federal."

5.   Paragraph  13  Notices of the  Agreement,  is hereby  amended  to  indicate
     Federal's and Dealer's addresses for notices as:

     If to Federal:    Federal Warranty Service Corporation
                       260 Interstate North Circle, SE,
                       Atlanta, Georgia 30339-2110
                       Attn: President

                       With copy to:
                       American Bankers Insurance Company of Florida
                       11222 Quail Roost Drive
                       Miami, Florida 33157-6596
                       Attn: PPP Channel Attorney


                                                                               1

<PAGE>


     If to Dealer:     CAI, L.P.
                       3295 College Street
                       Beaumont, Texas 77701
                       Attn: Mr. Thomas Franks

6.   All  references  within  the  Agreement  to  "Voyager  Property  & Casualty
     Insurance  Company"  and  "VP&C" are hereby  changed to  "American  Bankers
     Insurance Company" and "ABIC" respectively.

7.   Not later than the  implementation  date  referenced in Paragraph 2 of this
     Amendment  #1,  Federal shall obtain a  replacement  contractual  liability
     insurance policy from American Bankers Insurance  Company of Florida.  Upon
     issuance  of the new  American  Bankers  policy,  Dealer  agrees  that  the
     previous  policy issued by Voyager  Property & Casualty  Insurance  Company
     shall be  cancelled,  however the previous  policy will continue to provide
     coverage  for  Voyager-obligor  Service  Contracts  issued  prior  to  such
     cancellation.

8.   The  "Confidentiality  and  Non-Disclosure  Agreement"  attached  hereto as
     Amendment  #1 Exhibit B, shall be executed  by the parties and  attached to
     and made part of the Agreement as Exhibit E.


IN WITNESS HEREOF, the parties have signed this Amendment effective as of the
date first above written.

Voyager Service Programs, Inc.            Conn Appliances, Inc.

By:  /s/ Joe Erderman                     By:   /s/ David Atnip 7/21/05
   ----------------------------------         ----------------------------------

Title:  Vice President                    Title: Treasurer
      -------------------------------           --------------------------------

Federal Warranty Service Corporation                     CAI, L.P.

By:  /s/ Joe Erderman                     By:  /s/ David Atnip 7/21/05
   ----------------------------------        -----------------------------------

Title:  Vice President                    Title: Treasurer
      -------------------------------           -------------------------------


                                                                               2

<PAGE>


                  AMENDMENT #1 EXHIBIT A (Agreement Exhibit A)
                          SAMPLE SERVICE CONTRACT FORM

                                SERVICE AGREEMENT

     In  consideration  of the  amount  paid on the  invoice  for  this  Service
Agreement  ("Agreement"),  and except as hereinafter provided,  Federal Warranty
Service Corporation will make all necessary repairs and replacement of parts for
the appliance or product  identified  on this invoice at the owner's  address as
identified  on  the  invoice.  Pre-existing  conditions  are  included  in  this
Agreement. This Agreement is not a contract of Insurance.

                              TERMS AND CONDITIONS

     (1)  Service shall be rendered  during normal  working hours and within the
          territory  normally  serviced by Federal Warranty Service  Corporation
          retained and qualified service administrators.

     (2)  This  Agreement  excludes  (a) damages  caused by spillage of liquids,
          failure to maintain proper operating fluid levels, insect infestations
          or by other  improper or negligent  use of the  products;  (b) damages
          caused by  corrosion  or rust;  (c)  theft or damage  caused by flood,
          fire,  hurricane,  tornado,  or all other acts of God; (d)  consumable
          items  such as knobs,  cabinetry,  trim,  antennas,  software,  disks,
          needles, cartridges, glass, bulbs, belts, blades, tires, oil, filters,
          spark plugs,  batteries,  etc.; (e) commercial use of the product; (f)
          routine  cleaning and  maintenance of products,  as detailed in owners
          manual,  such as air conditioners  and lawn and garden  products;  (g)
          Special, consequential or indirect damages, whether by contract, tort,
          or negligence; (h) repair or replacement covered by the manufacturer's
          warranty;  (i)  verified  food  loss  damages  in  excess  of $ 150 on
          refrigerators and $ 250 on freezers;  (j)  damages/repairs  covered by
          owner's  other  insurance  coverages;  or (k) use of the  product in a
          manner which would void the  manufacturer's  warranty  before or after
          the warranty period.

     (3)  Owner has the  right at any time to  request  in  writing  to  Federal
          Warranty Service  Corporation or its designated service  administrator
          the  cancellation of this  Agreement.  Owner may return this Agreement
          within  twenty (20) days of the date this  Agreement  was  provided to
          them,  or within ten (10) days if the  Agreement  was delivered at the
          time of sale. If no claim was made, the Agreement is void and the full
          purchase price will be refunded.  A penalty fee of ten (10) percent of
          the amount  outstanding  per month on a refund that is not made within
          forty-five (45) days will be paid.  These provisions apply only to the
          original  purchaser of the  Agreement  and will not be extended to any
          additional owners for the product. In the event the seller cancels the
          Agreement,  a written  notice will be mailed to the last known address
          at least five (5) days prior to  cancellation,  which  shall state the
          effective  date of  cancellation  and  the  reason  for  cancellation.
          However,  prior notice is not required if the reason for  cancellation
          is  nonpayment  of the  provider  fee,  a  material  misrepresentation
          relating to the covered  property or its use, or a substantial  breach
          of duties  relating  to the  covered  product  or its use.  Seller may
          cancel this  Agreement  at any time and a refund of 100% of the amount
          paid will be made to the owner.  Any  refunds  made by Seller  will be
          less the amounts paid on the owner's behalf for repairs.

     (4)  Our  obligations  under this  Agreement are guaranteed by an insurance
          policy issued by American Bankers Insurance  Company of Florida.  If a
          covered  claim is not paid within  sixty (60) days after proof of loss
          has been  filed,  you may  file a claim  directly  with the  Insurance
          Company. Please call 1-800-842-2244.

     (5)  This Agreement is subject to review by seller before being  considered
          for renewal.

     (6)  Federal  Warranty Service Corp's limit of liability is the replacement
          value of the product.

          a.   Should Federal Warranty Service Corporation be unable to repair a
               product  due to  part  unavailability,  or  other  circumstances,
               Federal Warranty Service  Corporation may choose,  at its option,
               to either  replace it with a product of like value, a refurbished
               product, or credit monies towards the purchase of a new product.

          b.   If a product is replaced under the terms of this Agreement, the
              customer may purchase a new Agreement at new product pricing.


                                                                               3

<PAGE>


     (7)  This  Agreement  is  transferable   upon  Federal   Warranty   Service
          Corporation or its service  administrator  receiving a written request
          from the original owner.

               This  instrument  sets forth the  entire  agreement  between  the
          parties and no  representation,  promise or  condition  not  contained
          herein shall modify its terms.  If services are required  that are not
          included in this Service  Agreement,  they will by provided at regular
          repair rates.

               Federal  Warranty  Service   Corporation  has  retained  CAI,  LP
     ("Conn's"),   as  its  service  administrator.   Conn's  provides  customer
     assistance at these locations and telephone numbers:

<TABLE>
<CAPTION>

     Area                             Service Center Address                      Telephone
<S>                                   <C>                      <C>                <C>
     Dallas
     Corpus Christi
     Orange-Port Arthur-Bridge City   2686 Laurel,             Beaumont ,TX       409 735 7166
     Beaumont                         2686 Laurel,             Beaumont ,TX       409 832 9938
     Lake Charles                     2678 Laurel,             Beaumont, TX       800 634 7118
     Houston Area                     635 Blue Bell,           Houston, TX        281 591 6611
     San Antonio                      1974 S. Alamo,           San Antonio, TX    210 354 1000
     Lafayette                        2910 JohnstonSt,         Lafayette, LA      318 233 8427

</TABLE>

                              ARBITRATION PROVISION
                              ---------------------

     READ THE FOLLOWING ARBITRATION PROVISION ("PROVISION") CAREFULLY. IT LIMITS
     CERTAIN OF YOUR RIGHTS,  INCLUDING  YOUR RIGHT TO OBTAIN  RELIEF OR DAMAGES
     THROUGH COURT ACTION.

     As used in this  Provision,  "You" and  "Your"  mean the  person or persons
     named in this [Service  Agreement],  and all of his/her  heirs,  survivors,
     assigns  and  representatives.  And,  "We" and "Us" shall mean the  Obligor
     identified  above  and  shall  be  deemed  to  include  all of its  agents,
     affiliates,  successors and assigns, and any retailer or distributor of its
     products,  and all of the dealers,  licensees,  and employees of any of the
     foregoing entities

     Any and all claims,  disputes,  or controversies  of any nature  whatsoever
     (whether in contract, tort or otherwise,  including statutory,  common law,
     fraud (whether by  misrepresentation  or by omission) or other  intentional
     tort,  property,  or equitable  claims)  arising out of, relating to, or in
     connection  with  (1)  this  [Service  Agreement]  or  any  prior  [Service
     Agreement],  and  the  purchase  thereof;  and  (2)  the  validity,  scope,
     interpretation,  or  enforceability  of  this  Provision  or of the  entire
     Agreement  ("Claim"),  shall be  resolved by binding  arbitration  before a
     single  arbitrator.  All arbitrations shall be administered by the American
     Arbitration Association ("AAA") in accordance with its Expedited Procedures
     of the  Commercial  Arbitration  Rules of the AAA in effect at the time the
     Claim is filed. The terms of this Provision shall control any inconsistency
     between  the AAA's Rules and this  Provision.  You may obtain a copy of the
     AAA's Rules by calling (800) 778-7879. Upon written request We will advance
     to You either all or part of the fees of the AAA and of the arbitrator. The
     arbitrator  will  decide  whether You or We will be  responsible  for these
     fees. The arbitrator  shall apply relevant  substantive  law and applicable
     statute of limitations and shall provide written, reasoned findings of fact
     and  conclusions of law. This Provision is part of a transaction  involving
     interstate commerce and shall be governed by the Federal Arbitration Act, 9
     U.S.C. ss. 1 et seq. If any portion of this Arbitration Provision is deemed
     invalid or unenforceable, it shall not invalidate the remaining portions of
     the Arbitration  Provision.  This Arbitration  Provision shall inure to the
     benefit of and be binding on You and Us and its Provision shall continue in
     full force and effect subsequent to and  notwithstanding  the expiration of
     termination of this [Service Agreement].

     You agree that any  arbitration  proceeding will only consider Your Claims.
     Claims by, or on behalf of, other individuals will not be arbitrated in any
     proceeding that is considering Your Claims.

     You and We Understand and agree that because of this arbitration  PROVISION
     neither  you nor us will have the right to go to court  except as  provided
     above or to have a jury trial or to participate as any member of a class of
     claimants pertaining to any claim.


                                                                               4

<PAGE>


     THIS CONTRACT PROVIDES LIMITED SERVICE FOR REASONABLE REPAIR OR REPLACEMENT
     TO SPECIFICALLY DESCRIBED ITEMS.

     THIS SERVICE CONTRACT IS INCLUSIVE OF THE MANUFACTURER'S  WARRANTY; IT DOES
     NOT  REPLACE  THE  MANUFACTURER'S   WARRANTY,   BUT  DOES  PROVIDE  CERTAIN
     ADDITIONAL BENEFITS DURING THE TERM OF THE MANUFACTURER'S WARRANTY.

     Notice for Texas residents:  If YOU have complaints or questions  regarding
     this  AGREEMENT,  YOU may contact the Texas  Department  of  Licensing  and
     Regulation at the following address and telephone number:  Texas Department
     of Licensing and Regulation,  Post Office Box 12157,  Austin,  Texas 78711;
     512-463-6599 or 800-803-9202.


          To learn more  about how  Federal  Warranty  Service  Corporation,  an
     Assurant Solutions company, uses your information, please visit our website
     at www.assurantsolutions.com


                                                                               5

<PAGE>


                  AMENDMENT #1 EXHIBIT B (Agreement Exhibit E)
                  CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

     THIS  CONFIDENTIALITY  AND NON-DISCLOSURE  [AND JOINT MARKETING]  AGREEMENT
("Agreement") is effective  ______,  200__ between Conn Appliances and CAI, L.P.
(Conn and CAI collectively the "Producer"), having a principal place of business
at 3295 College Street,  Beaumont,  Texas 77701,  and Federal  Warranty  Service
Corporation  ("FWSC"),  having a principal  place of business at 260  Interstate
North Circle, Atlanta, Georgia 30339.

     A.   FWSC and  Producer  engage in a  business  relationship  that has been
          memorialized in certain contract(s) (the "Contract")  executed by both
          parties.  The Contract may involve the exchange of confidential and/or
          proprietary information.

     B.   The  Gramm-Leach-Bliley  Act of 1999  (Public Law  106-102,  113 Stat.
          1138),  as it may be amended from time to time (the "GLB Act") and the
          regulations  promulgated  thereunder  impose  certain  obligations  on
          financial   institutions  with  respect  to  the  confidentiality  and
          security of the customer data of such financial institutions.

     C.   Without  admitting  any  applicability  of the GLB Act to the business
          conducted by and between the  parties,  the parties wish to enter into
          this Agreement to supplement the  obligations of the parties set forth
          in the  Contract  in  order  to  comply  with  the  GLB  Act  and  the
          regulations promulgated thereunder.

     NOW,  THEREFORE,  in consideration of the covenants and promises  contained
herein, Producer and FWSC agree as follows:

1.   Confidential Information.  "Confidential Information" of a party shall mean
     and include information about hardware, software, screens,  specifications,
     designs,  plans,  drawings,   data,  prototypes,   discoveries,   research,
     developments,  methods, processes,  procedures,  improvements,  `Know-how',
     compilations,  market research,  marketing  techniques and plans,  business
     plans and strategies,  customer names and all other information  related to
     customers,   including   without   limitation   any   "nonpublic   personal
     information"  as  defined  under  the GLB Act and  regulations  promulgated
     thereunder,  price lists,  pricing  policies and financial  information  or
     other  business  and/or  technical  information  and  materials,  in  oral,
     demonstrative,   written,   graphic  or  machine-readable  form,  which  is
     unpublished,  not  available to the general  public or trade,  and which is
     maintained as confidential  and  proprietary  information by the disclosing
     party for  regulatory,  customer  relations,  and/or  competitive  reasons.
     Confidential   Information   shall  also  include  such   confidential  and
     proprietary  information or material  belonging to a disclosing party of or
     to which the other  party may obtain  knowledge  or access  through or as a
     result  of  the  performance  of  its   obligations   under  the  Contract.
     Confidential  Information  also includes any  information  described  above
     which the  disclosing  party has obtained in confidence  from another party
     who treats it as proprietary or designates it as Confidential  Information,
     whether or not owned or developed by the disclosing party.  Notwithstanding
     the foregoing,  Confidential  Information does not include aggregate claims
     experience data and other actuarial  calculations resulting from Producer's
     service  contract  program,  provided  such  data and  calculations  do not
     include and cannot in any manner be matched to individual customer-specific
     data  including  but not limited to names,  addresses,  telephone  numbers,
     contract  numbers,   individual  claim  records,  or  individual  complaint
     records.

2.   Exceptions.
     -----------

     (a)  Notwithstanding  anything to the contrary herein,  neither party shall
          have any obligation  with respect to any  Confidential  Information of
          other party,  or any portion  thereof,  which the receiving  party can
          establish by competent  proof  (including,  but not limited to, ideas,
          concepts, `Know-how' techniques, and methodologies); (i) is or becomes
          generally known to companies engaged in the same or similar businesses
          as the parties hereto on a non-confidential basis, through no wrongful
          act of the receiving party; (ii) is lawfully obtained by the receiving


                                                                               6

<PAGE>


          party from a third  party  which has no  obligation  to  maintain  the
          information  as  confidential  and which  provides it to the receiving
          party  without  any   obligation  to  maintain  the   information   as
          proprietary or  confidential;  (iii) was known prior to its disclosure
          to the receiving  party without any obligation to keep it confidential
          as evidence by tangible  records  kept by the  receiving  party in the
          ordinary course of its business;  (iv) is  independently  developed by
          the  receiving  party  without  reference  to the  disclosing  party's
          Confidential  Information;  or (v) is the subject of written agreement
          whereby the disclosing party consents to the use or disclosure of such
          Confidential Information.

     (b)  If a  receiving  party or any of its  representative  shall be under a
          legal  obligation in any  administrative  or judicial  circumstance to
          disclose any Confidential Information,  the receiving party shall give
          the  disclosing  party prompt  notice  thereof so that the  disclosing
          party may seek a protective  order  and/or  waiver,  if the  receiving
          party or any such representative shall, in the opinion of its counsel,
          stand  liable for  contempt  or suffer  other  censure or penalty  for
          failure to disclose, disclosure pursuant to the order of such tribunal
          may be made  by the  receiving  party  or its  representative  without
          liability hereunder.

3.   Disclosure and Protection of Confidential Information.
     ------------------------------------------------------

     (a)  Each party warrants the disclosure of Confidential  Information to the
          other party is in accordance with applicable state and federal law and
          the party's own stated privacy policies.  Each party agrees not to use
          Confidential Information of the other party for any purpose other than
          the  fulfillment of such party's  obligations to the other party under
          the Contract.  All Confidential  Information relating to a party shall
          be held in  confidence by the other party to the same extent and in at
          least the same  manner such party  protects  its own  confidential  or
          proprietary  information.   Neither  party  shall  disclose,  publish,
          release, transfer or otherwise make available Confidential Information
          of the other  party in any form to, or for the use or benefit  of, any
          person or entity without the other party's consent.  Each party shall,
          however,  be  permitted  to disclose  relevant  aspects of the party's
          Confidential Information to its officers, agents, subcontractors,  and
          employees to the extent that such  disclosure is reasonably  necessary
          for the performance of its duties and  obligations  under the Contract
          and this Agreement  provided such  disclosure is not prohibited by the
          "GLB Act," the regulations  promulgated thereunder or other applicable
          law;  provided,  however,  that such party  shall take all  reasonable
          measure to ensure that Confidential  Information of the other party is
          not disclosed or duplicated in  contravention of the provisions of the
          Contract and this Agreement by such officers,  agents,  subcontractors
          and employees.  Each party further agrees promptly to advise the other
          party in writing of any misappropriation,  or unauthorized  disclosure
          or use by any person of Confidential Information which may come to its
          attention  and to take all  steps  reasonably  requested  by the other
          party to limit,  stop or otherwise  remedy such  misappropriation,  or
          unauthorized  disclosure  or use.  If the  GLB  Act,  the  regulations
          promulgated  thereunder  or other  applicable  law now or hereafter in
          effect   imposes  a  higher   standard  of   confidentiality   to  the
          Confidential  Information,   such  standard  shall  prevail  over  the
          provisions of this Section 3.

     (b)  Neither party will make any more copies of the other  party's  written
          or  graphic  materials  containing  Confidential  Information  than is
          necessary for its use under the terms of the  Contract,  and each such
          copy shall be marked  with the same  proprietary  notices as appear on
          the originals.

     (c)  Each party shall, at a minimum,  protect the Confidential  Information
          of  the  other  party  in the  same  manner  as it  protects  its  own
          Confidential Information.

     (d)  Each party  shall  develop,  implement  and  maintain a  comprehensive
          written   information   security   program  to  protect   Confidential
          Information   ("Security   Program")  that  includes   administrative,
          technical  and  physical  safeguards   appropriate  to  its  size  and
          complexity and nature and scope of its  activities in compliance  with
          the GLB Act,  Section 501(b) and regulations  promulgated  thereunder.
          The  objective of each such  Security  Program  shall be to insure the
          security and  confidentiality  of  Confidential  Information,  protect
          against  any  anticipated  threats  or  hazards  to  the  security  or
          integrity  of   Confidential   Information  and  protect  against  the
          unauthorized  access to or use of Confidential  Information that could


                                                                               7

<PAGE>


          result in substantial harm or inconvenience to any customer.

          Each  party  will  ensure  that any third  party to whom it  transfers
          Confidential  Information  enters  into an  agreement  to protect  the
          confidentiality  and security of Confidential  Information in the same
          manner as required by this  Agreement and in  compliance  with the GLB
          Act and regulations promulgated thereunder.

          Upon  written  request,  a party  shall  provide  to the  other  party
          information,   such  as  audits   or   summaries   of  test   results,
          demonstrating the effectiveness of its Security Program.

4.   Term; Return of Materials. The term of this Agreement shall commence on the
     effective  date first written  above.  For as long as a party  continues to
     possess or control  the  Confidential  Information  furnished  by the other
     party, and for so long as the Confidential Information remains unpublished,
     confidential and legally  protectable as the  intellectual  property of the
     disclosing party, except as otherwise specified herein, the receiving party
     shall   make  no  use  of   such   Confidential   Information   whatsoever,
     notwithstanding  the expiration of the Agreement.  The parties  acknowledge
     their  understanding  that the  expiration of this  Agreement  shall not be
     deemed to give  either  party a right or  license  to use or  disclose  the
     Confidential  Information  of the other party.  Any materials or documents,
     including copies thereof, which contain Confidential Information of a party
     shall be  promptly  returned  to such party upon the  request of such party
     except that copies may be  retained,  if  required,  for legal or financial
     compliance  purposes.  Upon termination or expiration of the Contract,  all
     materials  or   documents,   including   copies   thereof,   which  contain
     Confidential  Information  of a party  shall be  promptly  returned to such
     party or  destroyed  except that copies may be retained,  if required,  for
     legal or financial compliance purposes.

5.   Injunctive Relief. It is agreed that the unauthorized  disclosure or use of
     any Confidential  Information may cause immediate or irreparable  injury to
     the party providing the Confidential  Information,  and that such party may
     not be adequately  compensated  for such injury in monetary  damages.  Each
     party  therefore  acknowledges  and agrees that,  in such event,  the other
     party shall be  entitled  to seek any  temporary  or  permanent  injunctive
     relief necessary to prevent such unauthorized  disclosure or use, or threat
     of  disclosure or use, and consents to the  jurisdiction  of any federal or
     state  court of  competent  jurisdiction  sitting in  Atlanta,  Georgia for
     purposes  of any suit  hereunder  and to  service  of  process  therein  by
     certified or registered mail, return receipt requested.

6.   Amendments.  This  Agreement  shall  not be  amended,  modified,  released,
     discharged,  abandoned or otherwise terminated prior to the expiration,  in
     whole or in part, except by written agreement signed by the parties hereto.

7.   Severability.  In the event that any provisions, or any portion thereof, of
     this  Agreement  is  determined  by  competent  judicial,   legislative  or
     administrative  authority to be prohibited by law, then such  provisions or
     part thereof shall be ineffective  only to the extent of such  prohibition,
     without invalidating the remaining provisions of the Agreement.

8.   Full Force and Effect.  This  Agreement is only intended to supplement  any
     existing  obligation  of the  parties  as set  forth in the  Contract  with
     respect to Confidential  Information.  To the extent that the provisions of
     the Contract  impose a higher standard of  confidentiality  with respect to
     the  Confidential  Information,   such  standard  shall  prevail  over  the
     provisions of this Agreement.  Except as supplemented  herein, the Contract
     remains in full force and effect.

                            [SIGNATURE PAGE FOLLOWS]


                                                                               8

<PAGE>


IN WITNESS WHEREOF,  the parties have executed this Agreement,  and intend it to
be effective as of the Effective Date, if set forth herein, or upon execution by
both parties.

Agreed:                                   Agreed:

Federal Warranty Service Corp               Conn Appliances, Inc.


   /s/ Joe Erdeman
------------------------------------        ------------------------------------

By:                                         By: /s/ David R. Atnip 7/21/2005
   ----------------------------------          ---------------------------------
     (Signature)                (Date)        (Signature)               (Date)

Name: /s/ Joe Erdeman                       Name: David R. Atnip (Print) (Print)
     --------------------------------            -------------------------------

Title: President                            Title: Treasurer
      -------------------------------            -------------------------------

                                            CAI, L.P.


                                            ------------------------------------


                                            By: /s/ David R. Atnip 7/21/2005
                                               ---------------------------------
                                            (Signature)             (Date)

                                            Name: David R. Atnip         (Print)
                                                 -------------------------------

                                            Title: Treasurer
                                                  ------------------------------


                                                                               9